BIOCONNECT END USER LICENSE AGREEMENT
IMPORTANT
This agreement (or "EULA") is a legal agreement between Entertech Systems Inc. ("Entertech Systems") and you, the end user, or a person who is authorized on behalf of the end user to bind the end user to this agreement (the end user being referred to as "you" or the "customer"). By installing and/or using the BioConnect software from Entertech Systems (and any future versions, releases, updates or fixes of such software) (the "Software"), customer accepts the Software and agrees to be bound by the terms of this agreement. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OR DO NOT HAVE AUTHORITY TO BIND THE END USER TO THESE TERMS, THEN DO NOT INSTALL AND/OR USE THE SOFTWARE. By clicking on the "install" button, customer agrees to, and is legally bound by, the terms and conditions of this agreement.
1. Grant of License. The Software includes information owned and developed by or licensed to Entertech Systems and is protected by Canadian and international copyright laws and treaties, as well as other intellectual property laws and treaties. The Software is licensed to you, not sold. Subject to the terms of this EULA, Entertech Systems grants to you a limited, non-exclusive, non-transferable license (without the right to sublicense) to use one copy of the Software on a single computer.
2. Proprietary Rights Reserved. All rights of any kind in the Software (and all other rights of Entertech Systems), which are not expressly granted in this agreement are entirely and exclusively reserved to and by Entertech Systems. You may not modify, distribute, disclose, reverse engineer, decompile or disassemble the Software, or create derivate works based on the Software. You may not alter or remove any of Entertech Systems' or its licensor's copyright or proprietary rights notices or legends appearing on or in the Software. You may not sublicense, rent or lease any portion of the Software. The Software may contain or be derived from materials of third party licensors. Such third party materials may be subject to restrictions in addition to those listed in this Agreement, which restrictions, if any, are included in the documents accompanying such third party materials. You agree that any third party provider shall have the right to enforce this Agreement with respect to such third partyís materials.
3. One Year Limited Warranty and Remote Support. ENTERTECH SYSTEMS warrants that the Software will perform in accordance with the specifications provided by ENTERTECH SYSTEMS with the Software for a period of one year from the date of download (the "warranty period"). If the Software fails to conform to such specifications and ENTERTECH SYSTEMS is notified during the warranty period, ENTERTECH SYSTEMS shall promptly repair or replace the Software. OTHER THAN AS EXPRESSLY WARRANTED IN THIS PARAGRAPH: (1) YOU ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW; (2) THE SOFTWARE AND ANY RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT OTHER WARRANTY OF ANY KIND; (3) ENTERTECH SYSTEMS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY (WHERE PERMITTED BY LAW), INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS; (4) ENTERTECH SYSTEMS PROVIDES NO WARRANTY THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT IT WILL BE PROVIDED UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SOFTWARE OR ANY SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ENTERTECH SYSTEMS OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OTHER THAN AS SET OUT HEREIN. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OTHER THAN AS SET OUT HEREIN. During the warranty period ENTERTECH SYSTEM shall make available to you remote warranty support by telephone or email from 8:30am to 8:30pm (Eastern time) Monday to Friday (excluding holidays).
4. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL ENTERTECH SYSTEMS, OR ITS PRINCIPALS, SHAREHOLDERS, OFFICERS, EMPLOYEES, CONTRACTORS OR RELATED ORGANIZATIONS, BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABLITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE TYPE OF LIABLITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ENTERTECH SYSTEMS HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. In no event shall Entertech Systems' total liability to you for all damages exceed the amount of fifty dollars ($50.00). The foregoing limitation will apply even if the above stated remedy fails of its essential purpose.
5. Export Controls. The Software is subject to the export control laws of Canada, the United States and applicable export and import control laws of other countries. Customer agrees to comply with and use the Software in a manner consistent with such applicable laws. All rights to use the Software are granted on condition that such rights are forfeited if customer fails to comply with this agreement.
6. General Provisions. Customer may not assign or transfer the license granted hereunder. Entertech Systems may assign or transfer the license granted hereunder. This Agreement is governed by the laws of the Province of Ontario, Canada. The parties irrevocably consent to the jurisdiction of the Federal and provincial courts in Ontario, to the exclusion of all other courts. If this product was acquired outside of Canada, then local law may apply. Entertech Systems has the right to audit your compliance with this Agreement and, in addition to any other rights, to immediately terminate your license and this Agreement if an audit shows that you are in breach of any of the terms of this Agreement. The failure of Entertech Systems to enforce any of the provisions of this Agreement shall not be construed as a waiver of any provisions hereunder nor shall any such failure prejudice Entertech Systems' right to take any action to enforce any provisions. If any provision of this agreement is held to be invalid, illegal or unenforceable, the remaining provisions will not be affected and such provision shall be interpreted as to best accomplish the intent of the parties within the limits of applicable law. This agreement may only be amended or supplemented in a writing that refers explicitly to this agreement and that is signed by duly authorized representatives of customer and Entertech Systems.